Millerchip Gary Form 3 KROGER / GARY MILLERCHIP ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

MILLERCHIP GARY

(Last) (First) (Middle)

1014 VINE STREET

(Street)

CINCINNATI OH 45202

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/04/2019

3. Issuer Name and Ticker or Trading Symbol
KROGER CO [ KR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Senior Vice President and CFO

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	126,584	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-Qualified Stock Option	(1)	07/15/2024	Common Stock	9,600	24.665	D
Non-Qualified Stock Option	(1)	07/15/2025	Common Stock	13,992	38.33	D
Non-Qualified Stock Option	(1)	07/13/2026	Common Stock	27,972	37.48	D
Non-Qualified Stock Option	(1)	07/13/2027	Common Stock	34,905	22.92	D
Non-Qualified Stock Option	(2)	07/13/2028	Common Stock	30,251	28.05	D
Non-Qualified Stock Option	(2)	03/14/2029	Common Stock	66,335	24.75	D
Non-Qualified Stock Option	(3)	03/14/2029	Common Stock	16,584	24.75	D

Explanation of Responses:

1. These options were granted under a long-term incentive plan of The Kroger Co. and vest in equal annual installments over a five-year period, at the rate of 20% per year commencing one year from the date of the grant.

2. These options were granted under a long-term incentive plan of The Kroger Co. and vest in equal annual installments over a four-year period, at the rate of 25% per year commencing one year from the date of the grant.

3. These options were granted under a long-term incentive plan of The Kroger Co. and vest in equal annual installments over a three-year period, at the rate of 33% per year commencing one year after the date of grant.

Remarks:

	/s/ Gary Millerchip	04/04/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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